Hitachi Metals : Announcement of Results of the Tender Offer by K.K. BCJ-52 for the Shares of Hitachi Metals, Ltd., and Change in a Major Shareholder and an Other Affiliate

October 26, 2022

To all parties concerned,

Company Name: Hitachi Metals, Ltd. Name of Representative: Mitsuaki Nishiyama Chairperson, President, and CEO (Code: 5486; Prime Market of the Tokyo Stock Exchange) Contact: Izumi Tsubouchi

General Manager, Corporate Communications Dept. (Phone: [phone])

Announcement of Results of the Tender Offer by K.K. BCJ-52 for the Shares of Hitachi Metals, Ltd.,

and Change in a Major Shareholder and an Other Affiliate

Hitachi Metals, Ltd. (the "Company") announces that a tender offer (the "Tender Offer") commenced by

1. BCJ-52(the "Tender Offeror") on September 27, 2022 for the common shares of the Company (the "Company Shares") ended on October 25, 2022, as follows.
   The Company also announces that as a result of the Tender Offer, there will be change in a major shareholder and an other affiliate of the Company as of November 1, 2022 (the commencement date of the settlement of the Tender Offer), as described below.
   1. Results of the Tender Offer
   Today, the Company received a report on the results of the Tender Offer from the Tender Offeror as stated

in the Attachment "Announcement on Result of Tender Offer for Shares of Hitachi Metals, Ltd. (Securities Code: 5486)".

The total number of share certificates tendered in the Tender Offer was not less than the minimum number of shares to be purchased, and so the Tender Offer is successfully completed.

2. Change in a major shareholder and an other affiliate

(1) Date of planned Change

November 1, 2022 (the commencement date of the settlement of the Tender Offer)

(2) Circumstances leading to the change

Today, the Company received a report on the results of the Tender Offer from the Tender Offeror that 152,194,289 shares of the Company Shares were tendered, the total number of share certificates tendered was

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not less than the minimum number of shares to be purchased (56,814,701 shares), and the Tender Offer was successfully completed; thus, the Tender Offeror will acquire all of them. As a result, when the Tender Offer is settled, the ratio of the voting rights owned by the Tender Offeror to the voting rights of all shareholders of the Company will be not less than 20% as of November 1, 2022 (the commencement date of the settlement of the Tender Offer); therefore, the Tender Offeror will be a new major shareholder and an other affiliate of the Company.

(3) Overview of the shareholder to be a new major shareholder and an other affiliate

①	Name	K.K. BCJ-52
②	Location	5F, Palace Building 1-1-1 Marunouchi, Chiyoda-ku, Tokyo
③	Name and Title of	Yuji Sugimoto, Representative Director
Representative
④	Type of Business	Acquire and own shares of the Company, and control and manage the
		Company' business activities
⑤ Amount of Capital	300,025,000 yen
⑥	Date of Foundation	April 23, 2021
⑦	Major Shareholders and	G.K. BCJ-51 (Shareholding ratio: 100.00%)
Shareholding Ratio
⑧	Relationship between the Company and the Tender Offeror
	Capital relationship	Not applicable
	Personnel relationship	Not applicable
	Transaction relationship	Not applicable
	Status as Related Party	Not applicable

1. Number of voting rights owned by the shareholder and voting right ownership ratio before and after the change

		Number of voting rights	Rank of
	Attributes	(Voting right ownership ratio (Note))	major
				shareholders
	Those directly	Those jointly	Total
		owned	owned
Before the	－	－	－	－	－
change
After the	A major	1,521,942 units		1,521,942 units
change	shareholder	(35.60%)	－	(35.60%)	Second rank
	and an other
	affiliate

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(Note) The "voting right ownership ratio" is calculated using as a denominator the number of voting rights (4,275,529units) pertaining to the number of shares (427,552,987shares), which is obtained after deducting the treasury shares owned by the Company (1,351,266 shares) and the Company Shares equal to less than one unit owned by Hitachi, Ltd. ("Hitachi") (99 shares), which were not planned to be acquired through the Tender Offer, as of September 30, 2022 from the Company's outstanding shares (428,904,352 shares) as of the same date, and is rounded to the second decimal place.

1. Changes in unlisted parent company, etc. subject to disclosure Not applicable.

3. Future Prospects

According to the Tender Offeror, as the Tender Offeror failed to acquire all of the Company Shares

(excluding treasury shares owned by the Company and the Company Shares owned by Hitachi

(228,221,199 shares; shareholding ratio: 53.38%; "Shares Owned by Hitachi")), the Tender Offeror plans to implement the procedures for the purpose of acquiring all of the Company Shares (excluding treasury shares owned by the Company and the Shares Owned by Hitachi), as stated in "(5) Policy on reorganization after the Tender Offer (matters concerning the so-calledtwo-step acquisition)" of "3. Details of, and grounds and reasons for, the opinion on the Tender Offer" in the Company's press release titled "Announcement of Opinion in Support of the Tender Offer by K.K. BCJ-52 for the Shares of Hitachi Metals, Ltd., and Recommendation of Tender" dated September 26, 2022.

By implementing said procedures, the Company Shares will be delisted after going through the prescribed procedures in accordance with the delisting standards of Tokyo Stock Exchange, Inc. ("Tokyo Stock Exchange"). After the Company Shares are delisted, they cannot be traded on the Tokyo Stock Exchange.

The specific future procedures and the time for their implementation will be determined through consultations between the Tender Offeror and the Company and will be published by the Company promptly upon determination.

End

(Attachment)

"Announcement on Result of Tender Offer for Shares of Hitachi Metals, Ltd. (Securities Code: 5486) " dated October 26, 2022

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(Attachment)

October 26, 2022

To Whom It May Concern

Company name: K.K. BCJ-52

Representative: Yuji Sugimoto,

Representative Director

Announcement on Result of Tender Offer

for Shares of Hitachi Metals, Ltd. (Securities Code: 5486)

1. BCJ-52(the "Offeror") announced that it had decided on September 26, 2022 to acquire the common shares (the "Target Company Shares") of Hitachi Metals, Ltd. (the "Target Company") listed on the Prime Market ("TSE Prime Market"), operated by the Tokyo Stock Exchange, Inc. ("TSE") through a tender offer (the "Tender Offer") under the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended; the "Act"). The Tender Offer has been implemented since September 27, 2022, and has concluded on October 25, 2022.

1. Outline of the Tender Offer

1. Name and Address of the Offeror

K.K. BCJ-52

5F Palace Building, 1-1-1 Marunouchi, Chiyoda-ku, Tokyo

1. Name of the Target Company Hitachi Metals, Ltd.
2. Class of Shares, subject to the Tender Offer Common Shares
3. Number of Shares, etc. to be Purchased

Class of shares, etc.		Number of shares, etc.		Minimum number of		Maximum number of
		to be purchased		shares, etc. to be		shares, etc. to be
				purchased		purchased
Common Shares		199,332,669 shares		56,814,701 shares		― shares

(Note 1) The Tender Offeror will not purchase all of the Tendered Shares (as defined below) in case the total number of the shares, etc. that are offered for sale in response to the Tender Offer (" Tendered Shares") does not meet the minimum number of shares to be purchased (56,814,701 shares). The Tender Offeror will purchase all of the Tendered

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Shares in case the total number of Tendered Shares meets the minimum number of shares to be purchased (56,814,701 shares). The minimum number of shares to be purchased in the Tender Offer (56,814,701 shares) was set as the number of shares calculated by deducting the Target Company Shares held by Hitachi, Ltd. ("Hitachi") (228,221,199 shares) ("Shares To Be Sold by Hitachi") from the number obtained by multiplying (x) 2,850,359 (rounded up to the nearest whole number), which represents two thirds of the number of voting rights (4,275,538) relating to the number of shares (427,553,868 shares) calculated by deducting the number of treasury shares (1,350,484 shares) held by the Target Company as of June 30, 2022 from the number of Target Company's voting rights (the total number of issued shares as of June 30, 2022 (428,904,352 shares) as stated in the "Results for the First Quarter Ending March 2023 (IFRS) (Consolidated)" ("Target Company Quarterly Report") announced on July 27, 2022 by the Target Company by (y) 100.

(Note 2) Since the maximum number of the shares to be purchased has not been set for the Tender Offer, the number of shares etc. to be purchased is the maximum number of shares, etc. of the Target Company that may be purchased by the Tender Offeror upon the Tender Offer (199,332,669 shares). Such maximum number (199,332,669 shares) is calculated by deducting the number of treasury shares held by the Target Company as of June 30, 2022 (1,350,484 shares) and Shares To Be Sold by Hitachi (228,221,199 shares) from the total number of issued shares as of June 30, 2022 (428,904,352 shares) as stated in the Target Company Quarterly Report.

(Note 3) Shares of less than one unit are also subject to the Tender Offer. If a shareholder exercises the statutory put option for shares less than one unit pursuant to the Companies Act (Act No. 86 of 2005; as amended; the "Companies Act"), the Target Company may, in accordance with statutory procedures, purchase its own shares during the period of purchase, etc. of the Tender Offer (the "Tender Offer Period").

(Note 4) The Tender Offeror has no plan to acquire the treasury shares held by the Target Company through the Tender Offer.

1. Tender Offer Period
2. 1. Initial period of the Tender Offer at the time of notification

From September 27, 2022 (Tuesday) through October 25, 2022 (Tuesday) (20 business days)

1. Possibility of extension based on the request of the Target

Pursuant to Article 27-10, Paragraph 3 of the Act, if the Target Company submits a Position Statement requesting an extension of the Tender Offer Period, the Tender Offer Period would be until November 9, 2022 (Wednesday) (30 business days), however, not applicable.

1. Tender Offer Price

JPY 2,181 per common share

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